Twp. of Lower Yoder v. Borough of Westmont
Twp. of Lower Yoder v. Borough of Westmont - 932 C.D. 2016
| Pa. Commw. Ct. | May 31, 2017Background
- In 1962, Borough of Westmont and Township of Lower Yoder executed an Agreement allocating construction costs for two shared sanitary sewer interceptor lines and stating Township would "own and maintain" the interceptors and Borough would be "relieved of future maintenance costs."
- Borough paid $105,000 toward construction; Township performed maintenance and repairs for ~60 years without seeking Borough contribution.
- The existing interceptor system (largely terra cotta) developed significant infiltration and inflow (I&I) problems; engineers concluded routine maintenance was no longer feasible and a full replacement (estimated ~$4 million) was required to meet DEP consent-decree obligations.
- In 2014 Township asked Borough to share replacement costs; Borough refused, asserting the 1962 Agreement requires Township to bear maintenance (including replacement).
- Township sued for declaratory relief (and alternatively reformation or a finding that the Agreement concluded) seeking a ruling that the Agreement does not cover wholesale replacement; the trial court agreed and denied Borough’s exceptions.
- The Commonwealth Court affirmed, holding the Agreement’s maintenance obligation did not unambiguously include complete replacement of the interceptors.
Issues
| Issue | Plaintiff's Argument (Township) | Defendant's Argument (Borough) | Held |
|---|---|---|---|
| Whether the 1962 Agreement obligates Township to pay for wholesale replacement of the interceptor lines | The Agreement is silent as to replacement; "maintain" covers upkeep, not full replacement; reasonable expectations limit the Agreement to the existing lines’ useful life | The plain language makes Township the owner and obligates it to maintain the lines, which includes replacement | Held: "Maintain" does not encompass wholesale replacement; Agreement applies only to the existing lines, not their complete replacement |
Key Cases Cited
- Lesko v. Frankford Hosp. – Bucks Cnty., 15 A.3d 337 (Pa. 2011) (clear, unambiguous contract language controls; intent from the writing)
- Dep’t of Transp. v. Semanderes, 531 A.2d 815 (Pa. Cmwlth. 1987) (contract ambiguity standards)
- Borough of Youngwood v. Pa. Prevailing Wage Appeals Bd., 947 A.2d 724 (Pa. 2008) (maintenance is a lesser or minor form of repair under the Prevailing Wage Act)
- Borough of Schuylkill Haven v. Prevailing Wage Appeals Bd., 6 A.3d 580 (Pa. Cmwlth. 2010) (scope and cost can make a project more than mere maintenance)
- Borough of Ebensburg v. Pa. Prevailing Wage Appeals Bd., 893 A.2d 181 (Pa. Cmwlth. 2006) (complete removal and replacement is reconstruction, not maintenance)
- Kulzer Roofing, Inc. v. Dep’t of Labor and Indus., 450 A.2d 259 (Pa. Cmwlth. 1982) (re-roofing treated as repair rather than maintenance)